Going Down
by JannP
Summary: Turns out Rachel likes talking dirty.  Who knew?  Certainly not Puck.  But you can guess what happens when he finds out.  Rated M for language/smutty content and cowritten with Tjcrowfoot. Inspired by a prompt on the LJ P/R Kink Meme.
1. Chapter One: Going Crazy

**Chapter One: Going Crazy**

Once Santana stepped toward his outstretched hand in the partner-swapping choreography, he couldn't hold back any longer. "This is hard. And I don't mean the dancin'." He raised his head from her ear and snapped his wrist the other direction to send her on her way.

Santana rolled her eyes, completing the spin and returning. "Seriously, Puckerman? That's all you got today? Whatsamatter, Zizes not give your balls back yet?"

"What are you doin' later? Come check."

The band took a break. San put her hands on her hips and glared at him. "Gonna have to do better than that if you're seriously wanting a piece of this," she declared, sweeping her hand over her body.

Puck sighed. He slipped up behind her, slipping a hand down to caress her ass on its way to her waist. His lips grazed the side of her ear. "How 'bout you come over later and let me spread you out on my bed? I missed the way you taste, baby. My tongue's getting lonely, and only you can help me."

Santana just raised her eyebrow and walked away, going to get a bottle of water from the vicinity of her chair. "Maybe. I'm not totally convinced."

Puck raised an eyebrow, but motion caught the corner of his eye and he stopped before he actually started walking toward her. He jerked his head to look off the side and saw Rachel, turning quickly. Fuck. He kinda hoped the hot little princess hadn't heard that. She was big on sexual harassment. Like, zero tolerance before she reported that shit. She just didn't understand.

Puck decided his best defense was offence. He sauntered over casually, watching Rachel suddenly act busy by brushing non-existent dirt or whatever off her skirt. "'S'up, my hot little Jewish American Princess? We 'bout done with rehearsal yet? I got plans for later."

Her faintly pink cheeks got darker and she ducked her head down even as she stammered out her response. "I-I'm not sure, Noah. You'll have to check with Mr. Schue. I, of course, am always of the firm belief that there's no such thing as too much practice..."

She kept on, but Puck tuned out her words, distracted by her body language. Her hands were fluttering all over the place, like she couldn't figure out what to do with them. She kept licking her lips and shifting restlessly from one foot to another. She talked on and on and on, more than usual, almost like she was trying to...

_Wait a second._

His eyes sharpened. _ Son of a bitch._ Puck might have been shit at school, but he was a master at reading women. And it only took one more brief glance to know what was really going on.

_Rachel Berry was turned on._

The real question was just what he wanted to do with that. His glance flicked to Finn, even if he hadn't been her main interest for a long time now. Finn was chatting with Brittany about something, even God probably wasn't interested in that conversation, but it didn't take much to figure out he wasn't the source of Rachel's...hot and botheredness.

Fuck. That wasn't the best way to think about her. That would get him nowhere fast.

His eyes swept the choir room, looking for any other possible source of her sudden change in behavior. There wasn't any. There was no explanation—except for something about _him._ He sighed. _Why was he always the fucking reason?_ And why, with her, did it feel like this was a problem instead of an opportunity?

Seriously. Don't get him wrong; he had eyes for fuck's sake. Berry was hot as fuck, there was no doubt about that. That ridiculously tight body, those legs, that mouth...

Okay, he needed to stop that line of though _immediately_.

He reached down and adjusted himself. Discretely.

She was also not the kind of girl he usually went for. No way would she be down for the kind of hook-up that was his specialty, and he wasn't about to board the Crazy-Train on a trip to Boyfriend City. He caught her sneaking another glance and his pants tightened in response.

Well, there was nothing to say he couldn't at least have a little bit of fun with this, maybe get a couple of bites of Berry on the way. No harm, no foul.

…right?

There had to be a time limit on things like this anyway. Finn and Rachel were way over. It was totally okay for him to test these waters now. Rachel would be leaving for New York round abouts the middle of July -and shut up, November is not that far from July-so he should maybe get while the getting was good. Especially if she was acting like that because he'd opened his mouth. His conversation with Santana had not been public. If she had overheard, well, she had to have been listening. Not that he minded, but if she was going to be that nosy about it, she'd better fucking be prepared to deal with it.

That's all.

"Whatever, Berry," he jumped in, because God only knew how long she would keep talking if he let her. He'd heard her talk plenty before, so he knew there was a very real possibility they would still be there next Tuesday if he didn't put his foot down. "Got another one of those?" he gestured toward the water bottle she was rolling between her palms.

Shocked that he would interrupt her, she closed her mouth and mutely shook her head. She knew she should berate him for his non-entirely-unsurprising lack of manners, but it was all she could do at the moment to keep her focus on breathing.

She hadn't _meant_ to listen—really. It was more of a wrong place, wrong time thing. But she couldn't get the tantalizing image out of her brain, of Noah's hands, Noah's mouth, Noah's tongue...

She wasn't even aware he'd taken her water from her numb fingers. But she was certainly aware of the drop of water clinging to the corner of his mouth as he chugged, of the ripple of his throat muscles as he swallowed.

What on earth was wrong with her?

She shook it off and shook her head. "Why don't you help yourself, Noah? I'm sure speaking that way is certainly enough to work up a sweat."

He raised an eyebrow and pulled the water away from his lips at the same time. "You're just jealous."

Her face crumpled. "_Whatever_." He dropped down next to her in the vacant chair to her left and looked at her with amusement as she continued. "What could I possibly be jealous of? Your limited and extremely vulgar display of both poor grammar and poor taste?"

He leaned forward, his voice hitting a low register; he was going to have to end this conversation right quick if he was actually going to walk away. "All of the above. And you want me to use my skills on you."

She couldn't help the shiver that raced down her spine at his words. Everyone in Lima knew of his reputation, and from some of the things she'd overheard previously, everything he was rumored to be capable of was at least well founded, if not all true.

Unfortunately for her, she also couldn't hide the shiver his question gave her. Puck smiled in satisfaction.

_Your move, Princess._

He smiled to himself as he walked away, feeling her eyes on him the entire way. This was going to be so much fun.

* * *

><p>Puck whistled as he walked in the next day, unsurprised to see Rachel already sitting on the front row with her feet tucked under her chair and her hands in her lap. Well…okay. Maybe it made sense she was paying attention since Schue was already yammering on about their assignment. He probably should've made more of an effort to be on time, just to increase the amount of time he had to feel out the situation.<p>

He'd had all day today to think about it. And he really thought Berry needed someone to loosen her up with some dirty talk. Especially if Finn's dirty talk during their relationship had been _anything_ like his utter fail at smack talk during COD. Boy was usually schooled by 13 year olds who's screen names were related to those stupid Matrix movies.

Neo was _not_ a God. Mmmkay?

He knew not everyone was lucky enough to have such a badass name that could be related to their actual name, but still. Anyway, he needed to focus on the here and now. And here and now, he was sitting behind Rachel Berry with one objective. It popped into his head like it was scrolling over the corner of the video game. _Make Berry squirm._

He was realistic enough to know it was never gonna go anywhere, which was actually kind of a nice change. He could let his imagination-and his mouth-run wild. And wild it would be. His imagination was filthy, and judging by the look on Berry's face yesterday, she already knew what his mouth was capable of.

This should be a breeze.

He jutted his chin nonchalantly at Schue's sarcastic "nice of you to join us, Puck", settling in to the chair behind Berry. He waited until Schue picked the lesson back up before he leaned forward, resting his forearms on the back of her chair. He took a breath, prepared to fire the opening salvo.

He lost his train of thought when her perfume hit him. Fuck, when did she get to smell so good? It went straight to his crotch, and the view down the front of her shirt was not helping his situation even a little bit.

_Focus, Puckerman._

"Nice rack, Berry," he whispered, stirring the hair next to her ear. He watched the blush climb up her chest and smirked to himself.

Rachel had steeled herself as soon as Puck had walked in the door. She was absolutely determined that whatever...happened yesterday, it was an anomaly and not to be repeated. _At any cost_.

She lasted until she felt his hot breath on her skin. She zeroed in on his crude words, trying to ignore the physical sensations he was, well, arousing in her.

"Goodness, Noah. No wonder you have girls crawling all over you, with manners like that. Not to mention such excellent opening lines," she returned coolly, hoping he didn't see the blush she couldn't control.

"I call 'em like I see 'em, sweetness. If I'da known you had such a fine pair hiding under your sweater the last time we played tonsil hockey, I woulda tried a lot harder to get my hands on 'em."

Her whisper was almost sputtered. He was amazed that Schue continued to drone on, unaware of the conversation occurring. First of all, there was the fact that Rachel looked sunburned. While it was snowing outside. Second of all, there was the open mouth that he could see, just from being behind her and slightly off to the side. She finally managed her response and he dropped his head to hide his grin.

"Who says I would've let you?"

"The two pebbles pointing out there as I speak. Maybe we should ask them if they need a good tonguing."

She didn't mean to drop her notebook. Or her textbook. Or her pencil. But all three clattered to the ground, and everyone in the room stopped what they were doing to stare at her. At least she could pretend her fiery face was from embarrassment, and not from the hot jolt of desire that settled between her shaky thighs at the thought of Noah Puckerman's tongue on her suddenly aching nipples.

"S-sorry," she managed with a weak smile, leaning over to pick up her belongings and giving Puck a stellar view of her ass in the process.

He kept his head down—and was really only kind of enjoying the butt-shot—until everyone had settled back into their pre-interruption comas.

"Your ass looks _almost_ as tasty as your tits," he commented. His head was still down so he couldn't see anything about the change in her posture, but he could sure hear her offended gasp. So could everyone else.

He waited until she sat back up, tucking her hair behind her ears, before he struck again. "I sure would love a bite, baby," he purred.

As if the thought of his tongue on her skin wasn't bad enough, now she was picturing his teeth nibbling up and down her neck. She pressed her legs together as hard as she could, finally giving in to her urge to squirm.

Puck smiled, satisfied. Objective achieved.

"Noah." She finally said, her voice stern and strong and deadly serious. Once again, class came to a screeching halt as he sat up and relaxed into his usual tipped-back pre-nap position.

"Do I need to separate you two?" Schue asked sternly. Being the people-reading pro, Puck noticed the difficulty the man had keeping the smirk off his face.

"No," Puck said. "I can keep my mouth to myself." He _couldn't_ keep the smirk off his own face. But did he ever really try?

Once again, it was just a couple of minutes of waiting and watching until everyone else had settled in. Schue was busy trying to teach them musical theory, so the lecture was boring and complicated and total crap. He leaned forward again, darting his hand out to twist one of her long, silky brown curls around his index and middle finger. Her posture stiffened and he heard her sharp inhale.

"_Noah Puckerman_," she hissed, but only out of the corner of her mouth. "You promised. Knock it off."

"I said I would keep my mouth to myself. I never said anything about my _hands_," he clarified. He let the finger that was idly twisting her hair brush against the shiny fabric of her shirt and he had to bite back a sigh. Her shampoo smelled almost as good as her perfume. Or wait…which one was which? He couldn't tell. And sitting back in his chair was sort of out of the question just now (unless he wanted to be questioned for possible lewdness again) so there would be no escaping it.

She really _really_ hoped he was far enough back that he wouldn't see the goosebumps that erupted all over her whole body at his touch. She told herself—sternly—that she wasn't holding her breath, waiting for him to move that tiny, little inch upwards where her shirt ended and the back of her neck began, but as soon as he did, she couldn't stop the sigh that escaped.

He let his fingertip trace the neckline on her shirt, enjoying first the sigh she let loose, and then her exaggerated swallow, but then Schue said something about breaking up into groups and asked them to "count off" like they were fucking seven years old or some shit. He cleared his throat and sat back.

Today was only day one. He'd gone easy on her today. Tomorrow would be time to crank it up a notch.

He rubbed his fingers together lightly, trying to erase the feel of her silky skin that still burned him. It only bothered him a little that he was not entirely successful.

* * *

><p>Rachel arrived the next morning with an extra spring in her step. After a sleepless night, her restless dreams filled with all the wickedness Noah Puckerman promised, she was even more determined to keep the upper hand today. She got her belongings out of her locker, allowing herself a satisfied smirk at her hairstyle. She checked her locker mirror once more, tucking a couple of stray hairs back in place then shutting the door firmly, sure that she had outwitted him this time.<p>

She jumped in fright when she turned around and ran smack in to the object of her focus.

Noah's eyes skimmed her form—all of it—but lingered a little bit on her head. She knew exactly why and she fought valiantly to keep the smirk off her face. And she wanted to make a comment about 'checkmate', but she was reasonably sure he wouldn't get it because he'd been unreceptive to her dad's attempts to teach him chess several years ago.

"Mornin', Berry," he drawled, his eyes still not focusing on her face.

"Good Morning, Noah," she said simply. He leaned forward and dear God, he wasn't _expanding_ his crude behavior to the hallways, was he? Her heart kicked up into a faster, more staccato rhythm and she licked her lips quickly.

What she couldn't see, that he _could_ see, was that her eyes had changed color, ever so slightly. Because her pupils were more dilated now; and thanks to his eighth grade health teacher (who had later been caught being very naughty with an underage student, so the guy had focused on crap like this in his lessons), he knew that meant she liked what she saw. Meaning she liked _him_. He learned everything he needed to know in eighth grade health.

"Nice look, Heidi. We yodeling in Glee today?"

Rachel rolled her eyes, pushing past the feeling in the pit of her stomach that had started bubbling when he gave her the once-over. "Very funny, Noah. I'll have you know that long hair attracts vermin. I'm simply trying to minimize the risk." She smiled smugly.

Puck snorted. _Vermin._ Rotten little brat. Well, two could play that game. "You're right, babe. Would hate to have you get all...itchy and nobody to help you scratch. See you 'round."

She took a deep breath, but had to tell herself to _stop_ watching him go before she could head to her class that was in the opposite direction.

Back when she was with Finn, who had been her last regular boyfriend, she had kind of found herself wishing he would just _play_ this way. He was really not extremely playful in nature, nor was he overtly flirtatious. Perhaps that was the draw a person like Noah held for her. She had never felt as though she were witty, or even extremely sexy, and maybe that was the reason why. That was not to say Finn hadn't had…effective…methods, exactly; rather, just what she had craved or was craving now was entirely different. Would there be anything wrong with exploring that more verbal, more base, desire? It wasn't as though she would ever _do_ anything with him. The true question was if she could outplay him. She thought she might be able to. She had far more patience and a more studious nature on her side. If she could just hold on today, which she thought she could manage as long as he couldn't toy with her hair, she could study up and bring it tomorrow.

As she reached her class, she had to fight the urge to nod resolutely to herself. Next week, it would be _brought_. She would head him off at the pass today, but Monday? On Monday, she would annihilate him at his own game.

* * *

><p>He had showed up for the suck fest early. He hated thinking of it like that, but he really fucking hated the actual school aspect that was starting to take hold in there. Rachel had decided they needed to actually fucking learn something, like in writing, and Schuester had agreed with her and was trying to teach them. Anyway, he had showed up early even though very little threatened to hold his attention once he got there. Rachel was nowhere to be found.<p>

They didn't have a class together in the even block. Well, okay, not exactly any that he attended on the regular. He didn't give a shit about European History, and even the hot little Miss Crosby who was their teacher couldn't fucking make him. If pencil skirts didn't help him have an interest, nothing was going to. But other than that, there wasn't a common class on the schedule, and so that meant he'd had all day to wonder if she was serious about that goddamn hair.

Braids? What was he supposed to fucking do with _braids?_ And to make it worse, she had wrapped them around each other. That was like the Cheerios' ponytails with an extra fuck-you attached.

He wandered around the room, pretending to read the lame-ass posters Schue had put up on the brick-face walls. He wasn't going to sit down until she came in and picked a chair. Even if she came in right at the bell. It's not like he gave a shit about being in his seat on time like she did. And if there was one thing he knew about that girl, it was that she cared about being on time. Like, for _everything_.

Rachel waited until the last possible minute, amusing herself by watching Puck stroll around the choir room like he hadn't a care in the world, but his eyes betrayed him by the way he scoured every inch of the room repeatedly, a cute little pucker right between his brows. She could almost hear him thinking, he was concentrating so hard. When the bell finally rang he looked once more toward the door, shaking his head a bit. Because Schue was already giving him the world's dirtiest look, given that he was the _only_ one who wasn't already in his seat, he dropped into the closest chair to his present location, which ended up putting him in the back corner and furthest from the door.

She slipped in and shadowed him, staying just outside his line of vision, scurrying up to the last row of seats and sitting quietly on the chair in the corner opposite his. He crossed his arms with a ferocious scowl, totally ignoring Mr. Schuester, casually leaning back in his chair and trying to check out the risers without appearing to be looking. He finally spotted her, his face freezing with shock. She gave him a smirk and waved her fingertips at him.

He started trying to think of ways to slide down—like maybe if he actually exercised some fucking patience he could do it one seat at a time without anyone noticing. He fought the urge to nod to himself and started off. One chair to the right; seven more to go. His effort didn't matter because as soon as his ass dropped in the second chair of his move, he heard…

"Okay, we're taking a break today because today is the start of an important annual tradition: _boys versus girls_. We increased the competition last year by encouraging the groups to do a different style of music from their normal repertoire, but this year the requirement is simple. It just has to be a mashup," he said with a shrug. "Other than that, the sky is the limit. Rachel has already requested the girls go to the auditorium to work. The boys will stay here. So head on out."

Noah sighed as he watched her slip out of the room like she could hardly contain the smirk. The problem was, he had an idea. She had just kicked it up to another level.

The benefit she had failed to understand before? They were fairly well unsupervised. Well, usually Schue went in with the girls to keep them from killing each other, which meant the boys would be unsupervised.

Other than the on-time thing, Noah knew at least one other thing about her. She was a compulsive phone checker. She kind of had to be because of her dads' pain-in-the-ass car rotating system, but this would only work in his favor today. As soon as Schue and his messenger bag were gone, Puck whipped his phone out of his pocket.

_My second favorite thing to lick is a neck. Guess what's #1._

He could hardly choke back the chuckle as he snapped the phone closed.

Puck forced his thoughts back to the assignment, but all he could hear was Finn yammering on and Artie jumping in with blah, blah, fucking blah...

Whatever. He checked his phone but she hadn't responded. He smiled to himself and fired round two.

_If memory serves, it's either really cold in there right now or those tight little nipples are waiting for me right now. But you're wrong. Guess again._

There. That should get a rise out of her. Lord knew it was getting a rise out of him. He shifted in his chair and tried once more to look remotely fucking interested so he didn't end up singing Backstreet Boys or some shit.

He was about to suggest some Beastie Boys or Kid Rock when his phone vibrated in his hand.

_I am not going to dignify that with an answer, Noah. I would suggest you concentrate on your lesson lest you find yourself on the losing team. Again._

He smirked.

"What do you think, Puck?" Finn asked, looking to him. It was almost default. Puck was the wingman. This time, though, the wingman had not a fucking clue and was too busy trying to form his textual comeback.

"Sounds good," Puck said. He shifted in his chair again, this time to lean all the way forward.

"I _knew_ he wasn't paying attention!" Kurt gasped triumphantly. "We need to take his phone."

Puck put on his best _Homo, puh-lease_ look and arched an eyebrow. "You do not. You need to leave me alone and stop proposing stupid shit for us to sing," he shook his phone back and forth for emphasis. "Lest we end up losing to the chicks again."

"Rachel texting you smack talk?" Finn asked. He pulled his own phone out of his pocket. If she were texting shit like that to Puck, it was just a matter of time until he received one, too.

Puck rolled his eyes as they dissolved into mashup possibilities again. He whipped his phone back out and moved his fingers expertly over the keys, this time interrupting his typing to smack down Kurt's Broadway-related suggestion.

_I know how to make you lose. Your panties. They have a bow on 'em today or polka dots?_

He sat back and waited. He wasn't disappointed.

_Really? That's your comeback? How very disappointing, Noah. You're clearly worried about this upcoming competition if you've regressed from nipples to panties. So once again, I suggest you return your attention to the task at hand and not embarrass yourself further with this ridiculous conversation._

Puck's eyes widened. _Holy fuck. Berry said nipples._ He blinked a couple of times, shifting in his chair again, trying to hide his suddenly raging erection.

_Oh, Berry. Now you've done it. _

He let out a long, low breath. He really needed to get that stupid dick under control. He closed his eyes tightly, trying to banish the image of her mouth, her teeth sinking into her lip as she texted the word; inevitably his mind would flash to her kissable lips around her mouth, uttering something hot like the word _nipples_ attached to a phrase like _suck my_ or _kiss my_. She wasn't the kind of girl that uttered those words as a comeback, but it didn't mean his stellar fucking imagination hadn't thought it up anyway. _Goddamnit_.

He finally shook it off and leaned forward in his chair, laser gaze focused on the phone. She wanted to kick him up a notch? Turnabout was fair fucking play, woman.

_How do you figure? Panties means moving south and I'm good with going down. You'd be good with me going down, too. Bows or polka dots, I bet they're all wet. _

_The only place you're going down, Puckerman, is in public flames when we stomp your ass on this mash-up. FOCUS._

Puck chuckled quietly. Oh, he was so getting to her. Puckerman _and_ ass? She was ready to blow.

_I am focusing, Berry. Focusing on my hands on your thighs, spreading your legs apart. Focusing on how good you're gonna taste on my tongue._

He hit send and leaned back to wait for the explosion, smiling widely.

"So, we all agreed then? Nickelback and My Fair Lady?" Finn looked around, and Puck nodded absently, waiting for his phone to signal an incoming message. Just as he registered what he'd agreed to and opened his mouth to voice his disapproval, the choir room doors slammed open.

The boys all jumped in surprise, turning to see a furious Rachel storming across the floor. Her scowling face was beet red as she stamped across the floor. They all watched in silence as she snatched the phone away from Puck, spinning on her heel and marching back the way she came, her chest heaving. Just before she left, she paused, looking back at Puck with an evil grin. "Lace," she announced, slamming the door behind her.

"Why did she say _lace_?" Sam asked slowly, his head moving from the door to Puck.

Puck, for his part, had _not_ imagined her lips saying that word and the jumble of images, her voice and her body and… fucking _lace_ fucking _tease_… he couldn't formulate a comeback. "Did she…she took my _phone_?"

Finn laughed and arched an eyebrow. "If they're wearing lace costumes, they're gonna totally kick our asses. I don't think that mashup is gonna be epic enough, guys."

And as the boys all started frantically discussing how to step up the competition, Puck was just stuck… _Lace_. _Lace costumes._ _Wet, lacy underwear_.

Even the fact that he _knew_ most of her red face and breathlessness was caused by lust, there was _no way _she was gonna win this one; _someone_ was going down all right and it was totally gonna be her.

* * *

><p>Puck had spent most of that night, all of Saturday, and the better part of Sunday with his hand down his pants. It felt kinda like middle school again, which was just fucking ridiculous. And then he would start wondering if she was having the same problem, and his <em>own<em> problem would start all over again. He was going fucking postal or something—either way, whatever he'd done to this point still hadn't taken the edge off and he still wanted _more_.

His phone had been waiting for him in his locker when Glee was over on Friday afternoon; he found it hilarious that she had deleted her phone number. He had his ways of getting that shit and he couldn't even remember if he'd gotten it from her to begin with. Not to mention the fact that her phone number was ridiculously easy to remember. Some flaw in the system had ended her number with '5678' so if he could count he could still harass her. He wondered if harassing her would take the edge off. He decided to find out.

_B, you're gonna have to change your number if you want to get rid of me. I'm not going down that easy._

He tossed his phone absently back and forth from one hand to the other, mostly to try to keep himself from answering the Bone-A-Phone again. Unfortunately, both of his appendages responded at the same time, the one actually attached to his person so swiftly and violently he had to debate with himself for a few seconds as to which one to answer first. He honestly wasn't sure if he would be able to carry out a coherent textual assault on Rachel if he didn't ease his tension somewhat.

He decided to check out her answer first in the hopes it might assist him with his other problem if it came down to it.

_Who says I wanted to get rid of you, Noah? Really, it wouldn't be very fair of me to not allow you to try to redeem yourself after that pathetic attempt to arouse my interest on Friday. And Rachel Berry is nothing if not fair._

He dropped the phone, closing his eyes and breathing deeply. _Fair?_ She used the word _arouse_ and then called herself fair? If he wasn't so turned on at the moment he might even have to admire her genius.

_More than your interest was aroused. I know that for a __**fact**__._

Her reply was almost immediate, the timestamp on the bottom the same as the message he'd sent.

_Prove it._

He actually laughed out loud, barking out a harsh, dry sound. She was an evil fucking little cockteasing genius, wasn't she? He didn't have anything to lose. He'd already been thinking about this shit for the better part of the weekend anyway.

He looked back down at the phone, ready to type out a reply even if he didn't know what the words would be, but then the phone buzzed in his hand again.

…_unless you want to play mangle the midget instead._

His jaw dropped. He wasn't sure at the moment if he wanted to mangle her...or strangle her. Seriously. How the fuck did she keep getting the upper hand?

So to speak, anyway. Technically, just to be clear, there were no hands laid on anyone here. None. At least _not yet…_and was she serious with that shit? Like was mangling a midget a fucking invitation? A _written_ fucking invitation to come play in person?

Or was it all part of some game he'd started because he was the stud that could do shit like this and keep his fucking cool? But really…she dated guys (just the one) like Hudson, not guys who could match the shit she was pulling. She couldn't have meant it as an invitation, could she? There was only one way to find out.

_Which midget are we talking about? I'll mangle you anytime._

He held his breath, his hands legit fucking shaking so hard he almost missed her reply

_Mr. Puckerman, I would be severely disappointed if there was more than one midget in this equation._

Holy fuck, he couldn't breathe.

_But from what I've heard, I'm fairly confident there isn't._

He sat down on his bed, staring at the words as he repeatedly flipped through the last several messages. He could do this. There was _no_ way she was serious. He had to just remember it was a game. He had to forget lacy underwear, and forget her bubblegum lips that he knew from experience tasted as sweet as they looked and…

_What are you wearing __**right now**__? _

Yeah…that's right. He went back to the, like, grade school of flirting. That was all that was left in his brain when he filtered through the last week of brushes, blushes, touches, glances, and words. Fucking sue him. At least he was able to get that much out, considering there probably wasn't more than a teaspoon of blood left in his brain right now.

_Really, Noah? I thought you were good at this sort of thing. Apparently I was mistaken. Good night, see you at school tomorrow._

He almost threw his phone against the wall. Fuck him running. He had to find his A game and right quick or he'd be resigned to playing thump the pump from here on out, 'cause he didn't think she'd give him another shot at this and San wasn't gonna cut it anymore. Hell, nobody else would, for that matter.

_Just warming up baby 'cause whatever you're wearing, it's gonna look great on your floor in about two minutes._

Thirty excruciating seconds later he could finally breathe again.

_Well, just be careful, because these are my favorite black lace panties._

Did he say a teaspoonful of blood in his brain? Make that zero teaspoonfuls. He sat down. He was legit about ready to fucking pass out. Was she serious with this shit? He had to find out before he even really thought about going over there.

_Maybe we should leave them on. I'll just use my tongue everywhere else. Wouldn't want to fuck with perfection._

And perfection would be her, standing in front of him, in those black lace panties and breathing these kinds of words, giving him all kinds of permission.

_Then what would you be doing with your tongue? Because I __**am **__perfection._

His eyes darted around his room. He would be flat out lying if he said he'd never considered it. He'd considered it plenty, he had just been either unwilling, unable, or unallowed to act on it in any combination over the last three years. But…well, it fucking sounded like she wanted an actual answer. He had to remember those plans and he had to put them into a text. He hoped it didn't kill him.

_Well, first I'd just be tasting every square inch of you. Anywhere you want me to start?_

_Well, you did mention the neck as one of your favorites. Did you have a particular spot you've been wanting to try? Although I did want to mention that it's rather cold in here right now, considering said panties are all I'm wearing at the moment._

He was glad he was alone in the house because there was _no way in hell_ he could have stopped the groan at the image her words gave him. He rolled over on the bed, rubbing against the mattress a little bit before he could stop himself. He did it again when her next text came in and fuck anyone who thought they wouldn't do the same.

_Unless you count my heels._

At this point, he couldn't keep enough friction on his dick and text her back at the same time so he had a little bit of a dilemma. He went with it and called her; if she could get him this worked up through a few well-texted images…well, he was pretty sure she was enjoying this as much as he was. And let's face it—guys talked. He knew she wasn't a virgin any more, even if he didn't know or want the details.

He had already rolled over onto his back and dropped a hand inside the warm-up pants he was wearing. The need for friction was so constant he wondered if he might die in the three seconds it took him to dial. Her phone rang twice before she picked up.

"Hello, Noah," she purred, and the sound of her voice went straight to his dick. "I thought you might call."

"Berry," he grunted out, ignoring the confidence and the victory in her voice and sliding his hand faster, trying to catch up with his sheer _need_. "Tell me more about your shoes."

"Black, sky-high heels," she answered immediately, her tone dropping an octave. "I believe you guys commonly refer to them as 'fuck-me' shoes."

Fuck, fuck, fuck.

_FUCK. _

Berry dropped the f-bomb and that was all it took to make him blow his load right then and there. He tried to hold back, but he was so worked up by her tone and the pictures she painted in his head that he couldn't stop it. He hoped like hell she didn't know what was happening, but he couldn't muffle his shout of satisfaction.

He could tell by the icy silence on the other end of the phone that she knew exactly what had just gone down.

"Rach-" he eventually managed, still attempting to catch his breath.

"Thank you for calling, Noah, but it's getting late and I'm really tired. I'll see you at school tomorrow."

And just like that, she was gone.

Puck cursed loudly, his face hot with embarrassment that she'd made him lose control like that. Jesus, he was worse than fucking Finn, and that was saying a lot. He was kinda pissed at her for not letting him return the favor, or at least prove he could back up what he'd been promising. Especially because they had turned it into some sort of twisted competition and now all he wanted to do was be one _up_ instead of one _down_.

He headed to the shower to clean up. He washed his hair, letting his humiliation die down some more, deciding right then and there that this wasn't over. Not by a fucking long shot. After all, what was one advantage of being a guy? Guys with enough drive and talent could get a two-for-one. She'd had her one…now it was his turn. And he was a guy with drive and talent to spare.

He couldn't wait for school tomorrow.

* * *

><p><strong>AN part 1** - _This is from a prompt on the Puckleberry Kink Meme at LJ and Laura (__**tjcrowfoot)**__ graciously agreed to team up with me. This is one the funnest co-writes I've ever done, seriously. If you haven't checked out__her stuff, YOU SHOULD. Like drop everything and go now. __** Also, we LOVE reviews. Like… seriously love them. And we promise to love you if you review for us.**_

**A/N part 2** – How could not be fun with a prompt like that? Thanks for letting me tag along, this is a total blast to write. (and thank you for the shout-out). And ditto for reviews, it's what feeds our addiction and makes us want to keep writing. Can't wait for Ch2, bb!

Prompt: Puck discovers that Rachel likes dirty talk after he whispers something in her ear during Glee. He keeps at it every chance he gets until finally she cracks and tells him to prove what he's saying or shut up.


	2. Chapter Two: Going Somewhere

**Chapter Two: Going Somewhere**

Monday afternoon arrived, after the longest Monday she'd ever experienced in her life. And that was saying a lot, considering how much she hated Mondays. She half-snorted quietly as she approached the choir room, thinking back to Friday and how much she had been looking forward to _this _Monday, to another battle with Noah Puckerman.

Sunday night had certainly changed all that. Or if not Sunday, then today had definitely proven that Noah—make that _Puck_-was nothing but hot air. She had lingered by her locker that morning, almost making her late to her first class, but he hadn't shown at all. She'd caught several glimpses of him throughout the day, but when he blatantly changed direction after catching her eye after lunch, she'd given up.

She had run the gamut from triumph to despair, finally settling in to, well, resignation. Obviously she had been mistaken about the prowess of the Puckasaurus, but really, she shouldn't have been so taken aback. It was a proven fact that men-especially teenage boys-tended to overstate their abilities. The opportunity to play a bit with fire had _clearly_ clouded her judgment, tempting her despite her resolve to save herself for someone more mature and worthy of her.

It wasn't like she was still a virgin. She grimaced as she pushed open the choir room door, her expression instantly neutral when she spotted Noah. It wasn't even that her previous attempts at sex were less than satisfying. It was just…sex. Pleasant, to be sure—but nothing spectacular enough to distract her from focusing on her career.

She was positive that she wasn't the first-or last-girl to discover that sex wasn't all it was cracked up to be. Especially in High School.

She had no trouble at all maintaining that illusion until she'd overheard that titilating conversation with Santana. The rush of lust from his vulgarity had stunned her, leaving her legs weak and her pulse throbbing. Their cat-and-mouse play had ramped up the tension, and she finally felt like she was on the verge of discovering _exactly_ what all the fuss was about.

Apparently not. She flopped down into the nearest chair, firmly telling herself it wasn't disappointment hanging over her like a funeral shroud.

Rachel didn't care if she was sitting in the front row. She didn't care if her hair was down. She just…she just didn't care. She folded her arms tightly across her chest and barely flicked a glance at Noah when he stood up, ignoring Mr. Schue's admonition. She didn't change her posture or turn her head when he took the seat directly behind her. And she certainly did _not_ inhale his warm, earthy smell when she felt the air move as he leaned forward, balancing his elbows on his knees.

"So…" he said.

"So," she echoed. "Shh; class is about to start." She twisted the wrist on top of her arm pretzel to point toward where Mr. Schuester was standing in front of the room with a stack of music in his hands, waiting with thinly veiled patience for Puck and Rachel to settle down.

"When has that ever stopped me before?" he asked, his voice low and careful. She was somehow closed off, in a way she hadn't been with him in a long fucking time. He needed to tread carefully here, he knew that much.

"Apparently not much does," she retorted quietly. He raised his eyebrows and turned his head to look at her profile. She didn't look angry. She didn't look… well, much of anything. She was blank. This was really, really fucking, like epically-call-your-priest-for-last-rights-even-if-you're-a-Jew-and-think-that's-junk- BAD.

His jaw set as he looked at her. She was so matter-of-fact she might as well have just de-nutted him right there; he didn't fucking care if that was even a word or an actual_ thing_, but he couldn't let her think that was how it was. Or worse—he didn't want her to ruin three years of constant badassery by blabbing.

But really, he just didn't want her to _think_ that. And what would she have thought if he knew how many times he'd had to make a quick run to the locker room shower today? Just the sight of her—hell, the _idea_ of her—made him so fucking hard he was instantly looking for the nearest available space for some preventive maintenance, just so he could try to get through the day.

"Look—what do you want me to say? 'Cause I'm pretty sure you knew what you were doing." He didn't bother to disguise his frustration.

Schue had started talking. It wasn't exactly out of the ordinary for Puck to be harassing someone openly, and it didn't really interrupt the lessons much anymore. It was just the way it was. The sky was blue, the grass was green (usually) and Puck's mouth was fucking with someone's life.

"Are you complaining?" She whispered, never moving her gaze from the front of the room and seemingly never moving her attention from the introduction to whatever ridiculous song they were singing next.

It was disco week after all. Puck didn't think that warranted his attention.

"Not complaining. I'm just not done with our little game yet, that's all." He cleared his throat, and his voice downshifted. He turned his head toward her a little more so his words caught her right in the ear. "Because where I come from, this ain't over 'til the lady…sings."

He couldn't in good conscience use the word _fat_. It was nowhere _near_ sexy enough and he knew she'd freak out anyway. He was guessing he was about one step away from that anyhow.

Rachel tried to control the goosebumps that erupted on the side of her neck at the feel of his hot breath and his whispered promise, but she knew it was a lost cause before she even started. Twelve words. Twelve words was all it took to rekindle the fire between her thighs and destroy all her good intentions.

She lost track of Mr. Schue's words at the thought of Noah's mouth. She cleared her throat and shifted in her chair a bit, straightening her spine and hoping he would mistake her fidgeting for something other than it was, which was an utterly useless attempt to try to ease the sudden burning between her legs.

He wasn't fooled for a second…which came back to bite him in the ass seconds later when Schue called his name and he found himself agreeing to sing the week's first song.

KC could suck his sunshine. And his band.

He managed to get through it by ignoring fucking _everyone_ (seriously, how did these freaks _know_ all the words to this shit?) and outlining his next move.

Get Down Tonight, indeed.

* * *

><p>He sighed and looked at clock on his nightstand again. He wasn't sure exactly <em>when <em>her dance practice ended or anything, but…well, he wasn't a guy she could ignore. For better or worse—fuck that—for whatever, she had her eyes on him. He just wasn't sure if she was going to use them to try to kill him or _kill_ him.

His fucking wit and creativity was destroyed because basically, he was still embarrassed and he had no idea how he was going to come out of it. He just needed to know that, like, twelve hours ago.

Besides, the Hoobastank song he'd planted on full volume in her car wasn't exactly _subtle_. Time to kick this up a notch because he legit _had_ to make it all up to her and he wondered if that meant he only had one nut or something. Whatever, he wanted to bust that nut with her. So he had to get back on her good side and he had to at least get something going because this thing was dead in the water.

His phone beeped and he fought the smirk as he pulled it out of his pants. He chuckled to himself as he thought about it with those words, too. But really, the only thing coming out at the moment was his phone. He held off further reaction 'til he knew what she'd said.

_You want to get inside of me, huh?_

His eyes widened and he sat up slowly, staring at the words. She was choking the one nut he had left. She was going to fucking kill him. But at least he didn't think she was mad, exactly.

_What makes you think that, Berry?_

He could practically hear her eye roll all the way across town.

_Oh, I'm sorry. Maybe I mistook that song for the serenade of another suitor. Because I certainly was_ not_ listening to Hoobastank on my way to school this morning._

Now, he knew she didn't have Google on her phone. So how the fuck did she know about a rock band? That was not her kind of shit.

_How'd you know who it was?_

And cue another eye roll. He smirked with satisfaction, trying to kill his reluctant admiration for her evil genius. Seriously, after all this time, when he thought he knew everything about her, she was surprising the fuck out of him in the best way.

He frowned. If he wasn't careful, this might turn out to be more than he bargained for. He stuffed that thought as deep as he could, waiting for her response, trying to remember that this was only a game.

_I refuse to dignify that with an answer, Puckerman. But for the record, Kiwi is more my speed._

He dropped the phone. His hands shaking, his mind racing and his filthy imagination stuck on the words _your juices dripping off my chin_, his dick harder that it had ever been in his life, he made a feeble attempt to compose a coherent text before giving up and just dialing.

He was disappointed, to say the least, when her phone went to voice mail. And no, he didn't leave a message because he wasn't sure she would appreciate what he had to say. And yes, he thought about not answering when she called him back fifteen minutes later. (And no, he hadn't been staring at his phone the whole time, like, trying to use _the force _to make it ring).

"So _now_ you're willing to talk? What happened to when I called?" He growled. He was so far past the point of proper greeting.

"I _do_ apologize, Noah. I just finished dance class and I have to shower the instant I get home. I don't particularly enjoy staying hot and sweaty through dinner."

"You…you were in the shower when I called?" He asked, barely choking the words out. Between the song lyrics he knew and his imagination putting her in the shower listening to the song lyrics…

"Is that a problem?"

And with those four not-so-innocent words he was once again sporting wood that would cut concrete like it was Jell-O.

Fuck. If he didn't know better, he would think she had, like, super-secret powers designed to emasculate him effortlessly. How the fuck did she keep getting the upper hand? He couldn't decide if he was turned on or freaked out.

He went with freaked out, because if he gave in to his libido at this point it was going to be Sunday night 2.0 and he was damned if he was going to cream his pants like a fucking twelve-year old. Again.

"Only if you weren't thinking of me while you were getting...clean, baby," he whispered in a husky voice.

"And how would that be satisfying for me, exactly?" She asked. She wasn't going to feed his visual by admitting she still wasn't dressed and she was actually _waiting_ for him to act on all his lewd offers. And she might've been rubbing lotion on her bare, freshly smooth legs.

He sighed. "Well… look. If you wouldn't have been so quick to hang up, I could've taken care of that."

There was a _long_ pause. Like—it felt like ages and he wanted to die. In some combination of about three different ways. All involving her.

"I have time," she breathed into the phone. "And my bedroom door is closed."

_Fuck fuck fuck! _ She just _totally _gave him another chance, and he had...nothing. He took a deep breath. _Focus, Puckerman._

"What are you wearing?"

_Jesus, Mary, Joseph, the Twelve Disciples, and Moses. Again? _ What the fuck was wrong with him? Maybe she wouldn't notice.

The three seconds it took her to answer felt like three hundred years. He overlooked her amused tone and focused on her words...well, word actually.

"Nothing."

"Seriously?" He asked. "Maybe I'll just come over, then." There. _That_ he could do. Five minutes alone with her, face-to-face. No contest.

"Well, I'm wearing some _lotion_," she says slowly. "But my dads won't let anyone in this late. So…do you have more A-game besides the same line you already used?"

"Lotion?" He asked, back to square zero, still trying to process the one word that had destroyed him once more.

The words _long pause_ had never meant quite the same thing to Puck. But he was kind of thankful for it, because it gave him a second to breathe and rein it in. He cleared his throat and tried again.

"So did you leave a spot for _me_ to put lotion on you? 'Cause I have major rubbing skills." He did a mental fist-pump. _Back in the game_.

She bit back a laugh. "I've heard that actually." She sat back in the chair at her vanity, waiting to see which path the conversation would take. "My skills are a little more subtle. And not as widely broadcast." She paused. "And I'm hoping, actually, that your 'major rubbing skills' involve more than just self-gratification."

He was so shocked all he could do was laugh. "Gotta admit, babe, you're surprising the ever-living fuck out of me here. And as much as I'm dying to hear about your skills, it's time you gave over control of this conversation." _Please, God, let her give up because he was fucking sinking here._

"Oh, Noah; believe me, I'm _dying_ for you to take control." She cleared her throat and lowered her tone a little, propping her legs on the side of her bed to stretch out a bit. "So what do you want me to do first?"

"Grab the lotion…" he said. She did as she was told. "…then come over to my house."

"Noah!" She protested. She slammed the bottle back down on her vanity table in frustration.

He chuckled. "Sorry! It's kind of an in-person prop. Do you have any other…toys?"

"No," she said flatly.

"I bet you do," he said, his voice no more than a growl. "You need more than just my voice. Like maybe my fingers...or my tongue."

She closed her eyes. His voice had changed on a dime. She knew what a skill _that_ was—she appreciated it fully. She thought maybe she would give him a break.

"Well…that _would_ be preferable," she admitted. "But maybe you'll have to dazzle me with your voice again before we get that far."

"I guess I would sing in your ear, then." He cleared his throat and lowered his tone even more, going more toward bass than his normal baritone and she shivered lightly. "_You're such a flirt, I know you hurt…" _

She tried to find his latest attempt amusing, but oh, God, he wasn't playing fair and she was rapidly losing her advantage. He was singing Kiwi, but he slowed it down to a crawl and the lewd lyrics pouring from him in a slow, raspy undertone almost sent her up in flames.

"_I wanna give you something better than anything you've ever had_-"

"I don't have a gag reflex," she blurted out in desperation and he stumbled to a halt, his honey-sweet syrupy seduction degenerating into desperate panting.

"Wh-you-fuck, babe," he groaned out, his train of thought completely gone again.

The sudden blurt backfired a little, though. In addition to being completely mortified and also relatively _glad_ that skill hadn't been broadcast by her ex, she was also remembering how much she enjoyed actually _using_ that ability. And it had been far too long because she wasn't willing to be indiscriminate about it, even if she loved it and loved the powerful feeling she derived from turning an able-bodied man into putty in her…hands.

But, her objective had been achieved and he wasn't singing anymore so she could actually think—sort of.

"There was one time the guidance counselor told me that would turn out to be a gift," she admitted carefully. She was treading onto a thin line here and she knew it. Because she had once been a master of getting herself and her boyfriend off at the same time. That's how much she enjoyed it. "I'm guessing she didn't truly understand it would be a gift to me as well."

"Wh-_what?_"

"I love using my tongue," she breathed. Her eyes fell closed and she dropped her hand to pinch at her own breast through her robe. "I would love using my tongue on_ you_."

It was _far_ easier to say it over the phone than it would be to his face and she knew there would be hell to pay tomorrow.

She felt daring, bold...wanton. _This_. This was what she had been craving when she took Noah Puckerman up on his dare. It was exhilarating, and addictive, and scary as hell.

She hoped he had it in him to keep it up. She didn't know if she could continue without him. Her eyes widened a bit when she admitted to herself that she didn't want to continue if it wasn't with him.

Puck's breath was nothing but shallow pants by now, and he was gripping the phone so hard it was cutting off the circulation in his fingers. He rolled over on his belly, contenting himself with just the barest pressure against his groin. He was afraid just the tiniest movement more would be another _Game Over_ and fuck if he was going to do _that_ again.

"Not as much as I would love using my tongue on you, babe," he rasped out, proud he still retained the ability to speak.

She swallowed hard, her eyes sliding closed at his sinful promise. "Well, I'd love to have you tell me in detail what you'd do to me, but it's getting rather late and we have school tomorrow. Have a good night, Noah." Rachel rushed the words out and hung up before he could protest. He was dangerously close to winning and she wasn't quite ready to concede yet.

Besides, she had some...urgent business to take care of. There was no way in hell she'd be able to sleep tonight when every inch of her skin was taut and itchy from unfulfilled desire.

Puck stared at the silent phone, cursing under his breath. _Fucking tease_. He flopped back on the bed with a groan, his imagination in overdrive. He focused on the ceiling for a minute, trying to pinpoint the moment when she'd escaped his grasp-again-before smirking and flipping open his phone.

_Sweet dreams, Princess. Think of me while you're doing what we both know you're getting ready to do._

He was halted in mid self-congratulation over having the last word when she did it again.

_You, too._

He scowled at her words on his phone and sighed in resignation, shutting his phone off and sliding his hand down the front of his boxers.

* * *

><p>She was almost thinking of proposing a duet between them, but the thought almost unnerved her. It wasn't like she was looking for something serious, because she was leaving in a little over six months, and she had no intention of starting something serious up this close to her inevitable departure. Which made this <em>thing<em> with Noah—although she hesitated to assign said word to Noah Puckerman—perfect.

Except he had apparently changed his mind after Monday night. She couldn't figure him out. She'd expected...something on Tuesday morning, but he'd just treated her like he always had, like that scandalous conversation that had ultimately given her the best orgasm she'd ever experienced had never happened. She even slept with her phone Tuesday night, waiting-needing-for him to call, and...nothing.

So here they were on Wednesday, and she'd finally decided to take her cue from him and pretend that everything was normal, and she could go back to pretending there wasn't electric sexual tension between them that she'd been successfully ignoring for the better part of three years.

Which didn't exactly explain the rise of curiosity when she saw the box sitting on her front seat.

She figured—given he had broken into her car previously—it was from Puck. Which only meant it would actually continue their flirtation. Was that even the right word for what they were doing? It sounded so innocuous compared to how it made her feel.

She got in, locked the door (_because that would really help anything, and it's not like she felt more secure that way. Her car was small and its windows were not so small)_, and pulled the small box into her lap. It was a plain white box with a pink bow and no other wrapping, so it was no big deal to tug the ribbon and then just open the lid a little bit.

The card on top fell right out and she raised an eyebrow. She peeked at what was underneath it and dropped her jaw and the box lid at the same time. It was a five-pack -_a five pack—_of Doc Johnson's Motion Lotion. It looked like five different colors and she guessed that meant it was flavored. But she had other issues at the moment and would look at that later. Behind her locked bedroom door. And on the floor of her shower. With a towel hanging over the window and the bathroom door secured as well.

Honestly.

She turned the card over slowly. She wasn't sure if she was driven more by curiosity or fear at this point, but it was definitely a healthy mix of the two.

_I would have bought more, but the five-pack was the biggest they had. Not kidding about the major rubbing skills. Name the time and place. PS—I looked for Kiwi, but no dice. Guess I'll have to settle for Berry instead._

She was sure her cheeks were hotter than any lotion could possibly get, second only to the burning urge building between her legs at the thought of Noah using this on any part of her. Or him. She dropped the card back in the box like it was scalding her, casting a furtive glance to make sure nobody had spotted her with the salacious items, stuffing the lid back on and shoving the package as far under the seat as she could before turning on the car and heading home.

This was going to require some serious planning.

* * *

><p>He didn't really think she was going to call, but it didn't stop him from checking his phone every minute or so all night long. Or dialing her number countless times, stopping just short of hitting 'Send'. He pictured her face, her rosy cheeks and the hint of a smile he'd spied through her car window as she'd read his invitation, and that was enough to help keep him occupied in between messing with his phone. He kicked himself a bit for not snagging one of the bottles of lotion for his personal use, but consoled himself with the imagining what he could to do her with the extra bottle.<p>

It was a long night.

Thursday morning he casually strolled in to school, carefully hiding his lust behind his usual badass smirk and don't-give-a-fuck swagger. He leaned on one shoulder against the locker next to her. "'S'up, Berry?"

Her eyes drifted downward just slightly, but also just enough he caught it and raised an eyebrow. "I have an answer all prepared, but I'm not sure I should share it in…" she glanced around the somewhat crowded hallway. "…mixed company."

"Ain't no one else listening, sugar." His voice dropped down to that low, smooth tone again, like the one on the phone last night. "You go right ahead."

"Well..." she drawled, tucking her hair behind her ear. "I was just wondering if you would appreciate me using my imagination. Regarding your gift, I mean," she continued coyly.

"I think I appreciate any way you use your imagination." He licked his lips. Slowly.

She shot him a kittenish little smile. "Ok, then." She ducked back in to her locker, emerging a moment later with shiny lips and a passable Puckerman-style smirk on her face. "Come here."

He held his breath, moving toward her slowly. He caught the faintest whiff of cherry as she nosed his neck, planting a kiss behind his ear. She blew softly on the damp, sticky spot of residue.

"I think now I can answer your question about 'what's up' with a high degree of accuracy," she said, tilting her head a little before she spun to walk away, leaving him stunned and standing next to her locker, her kiss literally burning its way straight to his dick.

He leaned his head back against her locker, trying to catch his breath. He turned his head and it took a minute to register that her locker was still open. He grabbed just one of the bottles (damn, she'd brought them all? She must've really liked his gift), lifting up his t-shirt just enough to drop it into the front pocket of his baggy jeans. He smirked at the thought that her little stunt had affected her enough that she'd walked off and left her defenses wide open. Score one for him.

He had a feeling things were going to heat up a little this afternoon. That's all. He only wished they shared a class—or a lunch period—together on these days. But sadly, no. She would have to wait until Glee.

Unless…

* * *

><p>…he snuck into the choir room during first lunch. He knew she would be there because that's where she always went on the days she had first lunch. There were virtually no seniors in that period and even a few stupid sophomores had tried to slushy her once or twice, mistaking her for one of their own.<p>

The good news was that Schue was still teaching upper level Spanish. So the choir room? Well, it was empty except for the Jewish-American princess sitting at the piano and singing her heart out to the open space.

He pulled the bottle out of his pocket and pressed down on the cap to flip it open as he stole into the room. Granted, she was singing a song from Oklahoma about people saying someone was in love. And she was singing it loud enough to make up for the lack of other person. But damn…even though he didn't particularly know the song (shut up, his sister had starred in a junior high Oklahoma and made him go, so that's why he knew where the song was from), she was rockin' it. Like usual. Like she rocked him.

And it made sense all of a sudden. She was good at the song and dance shit. But so was he. His confidence returned. She was just playing with him…it was like a musical or some nonsense and this was the fuckin' part where his luck turned.

So he moved slowly into the room (like one bad ass ninja mofo, just for the record), the small plastic bottle tucked down at his side 'til the last possible second when he raised it.

Some days her sweaters had a little bit of boob-flashing room if you were standing just right.

Today was one of those days. He leaned forward ever so slightly, urging the bottle to tip forward before she noticed, and when it finally released its contents, it was really just in a light drizzle that landed right between her boobs.

_The small bow on her bra might as well have been red for the way it stood out as a fucking target to him, alright? _

"Noah!" She gasped. "Just what do you think you're doing?" She stood quickly and whirled around, perching herself on the keys of the piano with a horribly dissonant noise from the indignant ivories.

He smirked. "Oh, shit. I think I spilled somethin'. Let me get that for you, babe." He kept his eyes on her, lowering his chin and looking at her like she was good enough to eat….which she probably was, even before the passionfruit glaze.

She bit her lip a little, only breaking their loaded glance to look over his shoulder. She reached for the hem of her sweater. "Be my guest."

He grabbed her hands. "Nuh-uh." She tilted her head, her brow slightly creased. He gave her the ghost of a smirk, turning her on so she was forced move one leg, straddling the bench. His eyes darkened when her skirt rose higher on her spread thighs. He swung his own foot over and sat facing her, their knees touching enough that he could feel the shiver that went through her when he leaned in. "My turn."

He slid his hands under her sweater, thumbs rubbing her ribcage just below her breasts. His lips seared her neck, his breath harsh in her ear. She hoped it was loud enough to drown out the moan she couldn't stop at the feel of him _finally_ touching her. Every inch of her skin came alive, tingles rolling across her whole body. She swore she could feel the damn lotion heating up just from his caresses alone, and her breasts swelled against her suddenly too-small bra. His tongue slowly traced the path of the lotion, down her cleavage, hooking his chin in the neck of her sweater to pull it out and give him better access.

He looked down her sweater, watching his hands move the last few inches up to cup her fucking _amazing_ rack. Seriously, she was just the perfect size, and he almost creamed himself again seeing his huge thumbs chafe her nipples through her bra. She squeaked and moaned at the contact, her hips shifting on the bench. He licked down further, making sure his lips and tongue were thoroughly coated with the lotion before he reared up suddenly.

Rachel didn't have time to open her eyes before his hot mouth was on hers, his tongue prying apart her lips and delving deep. He hooked his hands under her upper thighs and with one swift yank she was straddling his lap instead of the unyielding piano bench. Not that he was softer—not by a long shot—but it was a whole different meaning of _hardness_. He cupped the back of her head and ravaged her mouth, his hips pressing his erection rhythmically against her. She couldn't think anymore, it was all she could do to hang on for the ride, each brush of his erection against her tightening the desire in her belly a little more.

Her fingernails were digging almost painfully into his sides, and he could tell that it would only take one or two more good thrusts for her to lose it. He snuck in one (_ok, three or four_) more hot kisses before sliding her unceremoniously off his lap and standing up, straightening his shirt and adjusting himself so he could walk. She blinked up at him, her blood raging, lips tingling and burning from his kisses and the lotion. She opened and closed her mouth a couple of times, but couldn't form any words.

"Sorry, sweetness. Bell. You miss it? Better hurry, don't want to be late to class." He sauntered out of the choir room, leaning against the wall for a second to catch his breath once he was sure he was out of sight. Not that he had any intention of going anywhere except the bathroom to take care of business, but he knew she was a stickler for classes. And even if he knew for damn sure she wouldn't be thinking of anyone but him for the rest of the day, she'd go.

He waited until she scurried out of the choir room like her panties were on fire (which they most certainly were, he smirked) before he leisurely ambled toward the bathroom.

He couldn't wait until Glee.

* * *

><p>You know, in the past she had loved the boys versus girls competition. They had built it up to the point now, three years in, they rehearsed for weeks beforehand.<p>

But right now, it could seriously kiss her ass. She wasn't sure whether it was worse to have Noah where she couldn't see him or to… you know…have him where she could. At least if he were in her line of sight, there were the subtle signs of flirting and small tells that he wasn't just going to leave her hanging. But when she couldn't see him, when she didn't have at least that little bit of information…

…well, it was like a fire raging out of control. At some point, she'd felt utterly capable of stamping it out. Then she'd gradually lost the interest. And now… well, now she knew it was beyond control. The fire was raging and he was the one who had to take care of it. She just wanted some sign, some text, some something that said he was going to do it and the sooner the better.

When gripping her phone so hard her hand went numb didn't work, she decided to go in search of him. And while she was walking… well… she was unceremoniously yanked into a math classroom that had long since been vacated.

She heard the door click, but the room was an interior one with no windows so it was completely dark and she felt like she'd had her senses cut off to some degree, both by the pitch black room and the suddenness of the attack.

She inhaled a deep breath to scream (even if it would potentially take her vocal cords weeks to heal from the assault, well…) but a hand went over her mouth and it was…

…scented?

Okay, so maybe sight was the only sense of hers that didn't work at the present moment.

"Easy, woman…" a low voice said.

She rolled her eyes as he peeled a strong hand away from her.

"… a math classroom? _Really?_ Is this the first time in your high school career you've set foot in here?"

"Nah. Like the third. But none of them have been like…scheduled or nothin'." She could hear the amusement in his voice.

"I can't see anything," she complained lightly, fumbling to slide her hands over his arms.

"How much does that matter?" He asked. He knew exactly where he was and dropped her down on the long desk that usually held four of their classmates. He'd already spread a blanket over the table so at least it wasn't cold.

"Somewhat," she said.

He sighed and pulled his key ring out of his pocket, struggling with the tangled knot of keys for a minute until he found the small halogen light his mom had given him that had the hospital's logo on it. They claimed it was for safety or some shit, but really the thing was perfect for scenarios such as this. And one would be surprised how often he found himself in this situation. He flipped the tiny little switch on the light so it would stay on and he flung it on the table behind her, casting her face in a strange blue glow.

Once she was situated, he climbed on top of her and lowered himself against her body, finally wrapping his hand around her shoulders to lift her precious inches closer. He gave her one long and deep kiss before she realized he was wearing the cherry stuff she'd put on earlier before she kissed him.

"So…seems to me talkin' is right up your alley," he said. He had pulled away just enough to talk, but the combination of friction from his lips on hers and his breath was setting her whole mouth on fire—in a good way. "And talkin' is what got us started on this whole thing, so…. tell me what you want me to do." He trailed a fingertip lightly down the side of her neck.

She licked her lips and tasted more cherry. "Kiss me," she said quickly, surprised her voice could get that breathless.

He rolled his eyes. "Kiss me? Really?" He leaned down and pecked her quickly on the lips. "Gonna have to do better than that, babe."

She huffed a little bit. "Please don't tell me the All Powerful Puckerman needs detailed instructions," she complained

He smirked. "Nah, I don't need them." He leaned forward and rubbed his nose against hers. "But Imma make you give 'em all the same."

"Ass." She pouted cutely up at him.

"Whoa. Didn't think you'd be into that, but…"

"..no!" she said, slapping a hand over his mouth before he could continue, actually finally laughing a little when she realized what was going on.

He bent to her neck. "Bet I could persuade you, though," he mumbled against her neck, using his teeth on her earlobe.

She moaned at the sensation. "You could persuade a nun out of her panties," she said petulantly.

He barked out a laugh. "Kinky role-playing? You're surprising the fuck out of me, Berry."

"I'm not a nun," she whispered, turning her head to let the words fade into his skin.

"Well, no fuck," he said, trying only half-heartedly to pull away. Truth was, he'd rather grind into her than his bed any day. She was a lot harder, but…well, she smelled better and she just felt better.

"I'm not the one who said it…" she said. "So it doesn't count, right?"

"C'mon…we ain't got all day and … and I really, really want to make you come."

"So make me come," she said, barely panting the words out.

"But tell me how," he said persuasively, his thumb rubbing her left nipple gently.

"Just keep talking," she said. She let her hands roam his back as he dropped his mouth to her neck. She latched her legs around his waist and arched into him, rolling her hips; her body was telling him what to do well enough as she pressed against him, moving like waves. He wasn't going to make her say it at the moment 'cause he sure as fuck wouldn't be able to say it.

He slipped his hand around her back and she felt her bra loosen. His hot hand on her bare breast made her cry out, his callused palm hardening her nipples painfully. "God, baby, you feel so good. Wanna suck your tits."

"...please..." she breathed out.

He shoved her sweater up under her chin and moved his face lower. She still had remnants of the lotion from the choir room on her skin, and his breath on it inflamed her further. He let the tip of his tongue trace around her nipple, not touching where she desperately wanted it to and not lapping at her sweet skin like he wanted to. He was going to make her at least ask him to.

After a second of teasing, and one mother-fucking, totally sexy, straight up growl out of her, she did. "Please put your mouth on my nipple," she said.

So he did.

_What? She said please. _

She cried out as he latched his tongue around the swollen flesh, feeling it tighten under his tongue. He pulled away long enough to breathe on it and she ground against him harder than she had at all yet. The combination of cool air where the skin was just wet and hot air where the lotion had been was almost too much for her.

"So… so close…" she said. She said it like she was begging. But hell, he knew at this point she had gotten two words out that made sense so… so maybe it was time for him to kick this up a notch.

"Touch me," she begged.

He kissed her and that was the only thing that repressed his smirk. _Maybe not just yet._ He reached up and ran his finger down her stomach from the bottom of her breast down to the waistband on her skirt.

She didn't know he had that lotion stuff on his hands. He'd let her know in a minute.

She lifted her head up off the table and, even in the dim light, he could see her glare. "_That's it_?" she growled.

Puck smiled. She was _so_ right where he wanted her.

Without a word, he slipped his hand into her skirt and met probably the wettest fabric he'd ever touched. Saying a lot for a guy who spent two summers working around swimming pools.

"Ditch the panties," she breathed. His eyebrows shot up in appreciation. And then he followed her suggestion. It was easy enough to leave her little skirt on and…damn. He wondered if easy access was part of why she'd worn that. "Now touch me," she demanded impatiently.

He knew, just based on how fast her breathing was and how he could see the skin on her face glowing… he knew this was going to go quick. Even if he'd been a little frustrated, he was suddenly glad for the days of buildup because if nothing else, she would know he could get her off. She might even come back for more.

Puck lay back on top of her, rolling just slightly to her side and he pressed his fingers into the slick folds, feeling the lotion on them start to heat up with the friction as he dragged his fingers over her skin. He knew she could feel it heating up because she relaxed her legs and gave him more room to work with.

He leaned forward anyway, his mouth right at her ear.

"You're _so_ fuckin' sexy…" he growled, his voice low and rumbling in his chest. "And I want to watch you come. I've already been thinkin' about it for days. Can I watch you? Please say I can watch."

Her breathing was totally irregular and she was grinding against his hand, but she hadn't forgotten the first thing he asked of her. "Of course," she stammered out. "But you have to put your fingers inside me first."

He dipped one finger inside and, when he thought he heard her whisper "more", a second.

"Good girl," he said simply. "You remembered." He swirled his thumb around her clit, letting the lotion on the tip heat up. Her legs relaxed more and he pumped his fingers in and out, moving slowly and in time with her hips.

She was seriously going to die; never in her life had she been this turned on, and especially not this fast. His touch was magic, and all she could focus on was him and the way he was making her feel. And if he could make her this hot with just his fingers…the thought of his mouth on her, or him inside her was enough to send her flying, and she cried his name, spasming around his fingers, her body arching off the table.

He watched her, his eyes dark, her face contorting with pleasure as she shouted his name. He almost—_almost_—came in his pants right then and there, but he concentrated on easing her down, kissing her in random places and gentling his touch until she collapsed back on the table, totally spent. He reached over and flicked the light off.

In the darkness, he held her still-trembling body against his. His kisses were soft and if he were anyone else, they would accuse him of _cuddling_. He pushed that bizarre thought away but didn't release her. He waited until her breathing evened out.

"You know where to find me," he whispered, and with one last kiss he was gone.

* * *

><p><strong>AN from tjcrowfoot**: _Ok, I need to offer my humblest and most sincere apologies for the delay in updating this story. Thank you to JannP for her patience and understanding through the worst two months EVER (seriously, a tornado AND two broken legs? FML), and for helping me to remember that writing is FUN. We're on a roll now, bb. This story is so much fun to write, thank you for letting me co-write this most awesome prompt._

**A/N from Jann**:_ Waiting was not a big deal because writing with tjcrowfoot is so much fun. A few items of business – thank you for the overwhelming response to this story. It's been awesome and humbling. Then, the two songs used here are not our property; **Inside of You **is by **Hoobastank **(and its use was suggested by **wood-u-like-2-no** so thanks to him for that) and **Kiwi **is by **Maroon 5****.** And for those who have asked, we're planning one more part after this. This was in response to a prompt on the LJ Puckleberry Kink Meme. See the earlier chapter for the full prompt. I'm so the not-fun half of this partnership!_

**Disclaimer**: _We don't own and are not affiliated in any way with Glee. So please don't sue us. Can't you see Laura's got enough going on already anyway?_


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